Registered Office Change

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Basic

Registered Office Change

How to change the address of a registered office?

Understanding Registered Office: The registered office of a company is its official address for business communications, registered with the Ministry of Corporate Affairs in India.
Types of Offices: Besides the registered office, a company may have other branches, corporate offices, factories, or administrative offices, which can be established without prior notice to the ROC.
Significance of Registered Office: The registered office determines the company’s domicile or state of incorporation, and the jurisdiction of the Registrar of Companies (ROC) overseeing it.
Notification Requirement: If a company changes its registered office address, it must inform the ROC within 15 days of the change.

By adhering to these procedures, companies can ensure compliance with regulatory requirements regarding their registered office address.

Why is the registered office address important?

Declaration of Registered Office: When establishing a Private Limited Company, specifying the registered office is crucial. Certain documents need to be submitted during this declaration.
Required Documents: These include utility bills like electricity or water bills, property tax receipts, and a No Objection Certificate (NOC) from the landlord if the premises are rented. A rental or lease agreement is also necessary.
Matching Details: The details on utility bills and property documents must align with those on the NOC and rental agreement. The registered office can be in a residential building but not in vacant land or a building under construction.
Temporary Address Option: If the registered office isn’t finalized during incorporation, a temporary address can be declared. This is done by filing an INC22 form within 15 days post-incorporation.

By ensuring compliance with these requirements, companies establish a valid registered office address, facilitating smooth operations and legal conformity.

How to change the address of the registered office?

Filing INC 22: To change the registered office address, a company needs to file the INC 22 form.
Reporting to ROC: Any changes must be promptly reported to the Registrar of Companies (ROC).
Within Same Area: If the new address is within the same city, town, or village, the company has 15 days to file the necessary documents.
Resolution Requirement: If the new address is outside the current area, the company must pass a resolution to that effect.
ROC Approval: If the change involves moving to a different ROC jurisdiction, approval from the Regional Director of the ROC is required.

For more details on changing your registered office address, you can visit www.filingchamps.com.
By following these steps, companies can ensure proper documentation and compliance with regulatory requirements when changing their registered office address.

Types of changes in a registered office

Change Within the Same City: If a company relocates its office within the same city, it needs to follow the prescribed process for notifying the authorities.
Change Within the Same State and ROC: When shifting the office within the same state but to a different location under the same Registrar of Companies (ROC), specific procedures must be adhered to.
Change to Another ROC in the Same State: If the company’s new office falls under a different ROC jurisdiction within the same state, the process for changing the registered office address becomes slightly different.
Interstate Change: When the company moves its office from one state to another, a comprehensive process must be followed, ensuring compliance with regulations of both states and the Ministry of Corporate Affairs.

Change in the registered office within the same city

Board Resolution: The company convenes a board meeting and passes a resolution to change the registered office within the same city.
Filing Form INC22: Within 30 days of passing the resolution, the company submits Form INC22 to the Ministry of Corporate Affairs (MCA).
Documentation: Along with Form INC22, the company provides evidence of the business address through a utility bill, a No Objection Certificate (NOC) from the owner, and a lease agreement if the premises are rented.

Change in the registered office address with a different ROC but within the state

Application for Clearance: If a company wants to change its registered office address to a jurisdiction under a different Registrar of Companies (ROC) within the same state, it needs to apply for clearance from the Regional Director using Form INC-23.
Confirmation Process: After receiving the application, the Regional Director verifies the request. Once confirmed, the ROC must acknowledge the change within 60 days.
Validation by ROC: Within 30 days of filing, the ROC validates the change of address.

Change of address in the same state but different ROC

Multiple ROCs in Large States: In states like Maharashtra and Tamil Nadu, there are multiple Registrar of Companies (ROC) offices due to their size.
Change in ROC: If a company’s registered address changes within the same state but falls under a different ROC jurisdiction, a specific process is followed to update the records accordingly.

Change of address in another state

Board Meeting and Resolution: The company holds a board meeting to pass a resolution for calling an Extraordinary General Meeting (EGM) to discuss the change of registered office.
Special Resolution at EGM: At the EGM, a special resolution is passed for changing the registered office address and amending the Memorandum of Association (MOA). This resolution is filed with the Ministry of Corporate Affairs (MCA) within 30 days using Form MGT14.
Advertisement and Notices: An advertisement announcing the office shift is published in vernacular or regional and English newspapers, not more than 30 days before applying to the Regional Director. Notices are also sent to creditors, debenture holders, and other regulatory bodies.
Application to Regional Director: The company files an application with the Regional Director along with specified documents.
Objection Handling: If objections arise, a hearing with the Central Government is held. Otherwise, orders are passed without a hearing.
Confirmation to ROCs: The confirmation received from the Regional Director is filed with the ROC within 30 days from the order date.
Form INC-22 Filing: Within 30 days, Form INC-22 is filed with the ROC along with required documents.
Central Government Approval: The Central Government responds to the application within 60 days, certifying approval from creditors and debenture holders. This approval is lodged with the ROCs of both states.
Registration by New ROC: The ROC of the new state registers the change and issues a new certificate of incorporation.

Rule 27: Notice and verification of change of situation of the registered office

Form INC-22: Notice and verification of a change in the registered office address must be submitted using Form INC-22, along with the specified fees.
Verification Process: The documents submitted with Form INC-22 must adhere to the format specified, and their authenticity must be verified as per Section 12(2).
Required Documents: Depending on whether the registered office is owned or leased, the following documents are necessary:

Conveyance deed if owned.
Lease deed or rent agreement, along with recent rent receipts if rented.
Documentation proving the right to use the space if owned by a director or another person.
Copies of recent utility bills (not older than two months) such as mobile, telephone, electricity, and gas bills, bearing the company’s name and registered address.

Resolutions: Special and board resolutions are required:

Special resolution in a general meeting if the new office is outside the local limits of the current city, town, or village.
Board resolution to authorize the director and submit Form INC-22.